9TH WAIVER & CONSENT



 EXHIBIT 10.1.19 
  
 NINTH WAIVER AND CONSENT 
  
 NINTH WAIVER AND CONSENT, dated February 23, 2004 (the “Agreement”), to and under the Amended and Restated Credit and Guarantee Agreement, dated
as of July 27, 2000 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among SMTC Corporation (“Holdings”), HTM Holdings, Inc. (the “U.S. Borrower”), SMTC Manufacturing Corporation of
Canada (the “Canadian Borrower”; together with the U.S. Borrower, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), Lehman Brothers Inc.,
as advisor, lead arranger and book manager, The Bank of Nova Scotia, as syndication agent, Lehman Commercial Paper Inc., as general administrative agent (in such capacity, the “General Administrative Agent”), The Bank of Nova Scotia, as
Canadian administrative agent, Lehman Commercial Paper Inc., as collateral monitoring agent, and General Electric Capital Corporation, as documentation agent. 
  

WITNESSETH: 
  
 WHEREAS, Holdings and the Borrowers requested that the Lenders agree to waive certain of the provisions of the Credit Agreement upon the terms and subject
to the conditions set forth below; and 
  
 WHEREAS, the Required
Lenders have consented to the requested waivers in the manner set forth below; 
  
 NOW, THEREFORE, in consideration of the premises and the material covenants herein contained, the parties hereto hereby agree as follows: 
  
 1. Defined Terms. Defined terms used and not otherwise defined in this Agreement shall have the meanings given to
them in the Credit Agreement. 
  
 2. Waiver of Defaults or
Events of Default. (a) The Lenders hereby waive, for the period from the Effective Date (as defined below) through March 12, 2004, the Defaults and Events of Default arising by reason of (a) the failure of Holdings and the Borrowers to comply
with the provisions of Section 10.1(a) of the Credit Agreement for any period prior to the Effective Date (as defined below), (b) any representation and warranty made by any Borrower, in connection with any extension of credit under the Credit
Agreement prior to the Effective Date, to the effect that no Default or Event of Default had occurred by reason of the failure of Holdings and the Borrowers to comply with the provisions of Section 10.1(a) of the Credit Agreement or (c) any failure
of Holdings or any Borrower to give notice under the Credit Agreement of the failure of Holdings and the Borrowers to comply with the provisions of Section 10.1(a) of the Credit Agreement. 
  
 (b) No waiver of this Agreement, the Credit Agreement or the other Loan
Documents shall be binding unless executed in writing by the party bound thereby. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver or any provision of this Agreement constitute a
continuing waiver unless otherwise expressly provided. 







 3. Effectiveness. This Agreement shall become effective on the date of satisfaction of the
following conditions precedent (the “Effective Date”): 
  

	 	(a)	The General Administrative Agent shall have received counterparts of this Agreement, duly executed and delivered by Holdings and each of the Borrowers; 

  

	 	(b)	The General Administrative Agent shall have received executed Lender Consent Letters, substantially in the form of Exhibit A hereto (“Lender Consent Letters”), from
Lenders constituting the Required Lenders; 

  

	 	(c)	The General Administrative Agent shall have received an executed Acknowledgment and Consent (i) in the form set forth at the end of this Agreement, from each Loan Party other than
the Borrowers and any Loan Party party to the Canadian Facility Guarantees (the “Canadian Guarantors”) and (ii) in form and substance reasonably satisfactory to the Canadian Administrative Agent, from each Canadian Guarantor;


  

	 	(d)	All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement shall be satisfactory
in form and substance to the General Administrative Agent; and 

  

	 	(e)	The Lenders and the General Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented, on or before the
Effective Date. 

  
 4. Representations and
Warranties. (a) After giving effect to the waiver contained herein, on the Effective Date, Holdings and each of the Borrowers hereby confirms, reaffirms and restates the representations and warranties set forth in Section 8 of the Credit
Agreement, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided that
each reference in such Section 8 to “this Agreement” shall be deemed to be a reference both to this Agreement and to the Credit Agreement as amended and modified by this Agreement. 
  
 (b) Each of the Borrowers hereby represents and warrants that as of February 19, 2004, the
aggregate principal outstanding balance of the (i) Tranche A Term Loans is $6,941,694.00, (ii) Tranche B Term Loans is $0, (iii) U.S. Revolving Credit Loans is $69,028,219.43 and (iv) Canadian Revolving Credit Loans is $0. The obligation of each of
the Borrowers and the Loan Parties to repay the Loans, together with all interest and fees accrued thereon, is absolute and unconditional, and there exists no right of set off or recoupment, counterclaim or defence of any nature whatsoever to
payment of the Loans. 
  
 5. Continuing Effect; No Other
Waivers or Amendments. Except as expressly waived hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect. 
  
 6. No Default. No Default or Event of Default shall have occurred and
be continuing as of the Effective Date after giving effect to this Agreement. 
  

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 7. Counterparts. This Agreement may be executed in any number of counterparts by the parties
hereto, each of which shall be an original, and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart by facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof. 
  
 8. Governing Law. This Agreement
shall be governed by, and construed and interpreted in accordance with, the laws of the state of New York. 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written. 
  

			
	SMTC CORPORATION
		
	By:	 	 /s/ Marwan Kubursi


	Name:	 	Marwan Kubursi
	Title:	 	Authorized Signatory
	
	HTM HOLDINGS, INC.
		
	By:	 	 /s/ Marwan Kubursi


	Name:	 	Marwan Kubursi
	Title:	 	Authorized Signatory
	
	 SMTC MANUFACTURING
 CORPORATION OF
CANADA

		
	By:	 	 /s/ Marwan Kubursi


	Name:	 	Marwan Kubursi
	Title:	 	Authorized Signatory
	
	 LEHMAN COMMERCIAL PAPER INC.,
 as General
Administrative Agent

		
	By:	 	 /s/ Frank Turner


	Name:	 	Frank Turner
	Title:	 	Authorized Signatory


  

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 ACKNOWLEDGEMENT AND CONSENT 
  
 Each of the undersigned parties to the Amended and Restated Guarantee and Collateral Agreement, dated as of July 27, 2000,
as amended, supplemented or otherwise modified from time to time, made by the undersigned in favor of Lehman Commercial Paper Inc., as General Administrative Agent, for the benefit of the Lenders, hereby (a) consents to the transactions contemplated
by the Ninth Waiver And Consent to and under the Amended and Restated Credit and Guarantee Agreement and (b) acknowledges and agrees that the guarantees and grants of security interests contained in such Amended and Restated Guarantee and Collateral
Agreement and in the other Security Documents are, and shall remain, in full force and effect after giving effect to the Ninth Waiver and all prior modifications to the Amended and Restated Credit and Guarantee Agreement. 
  

					
	 SMTC MANUFACTURING CORPORATION OF CALIFORNIA

	 SMTC MANUFACTURING CORPORATION OF COLORADO

	 SMTC MANUFACTURING CORPORATION OF MASSACHUSETTS

	 SMTC MANUFACTURING CORPORATION OF NORTH CAROLINA

	 SMTC MANUFACTURING CORPORATION OF TEXAS

	 SMTC MANUFACTURING CORPORATION OF WISCONSIN

	 SMTC MEX HOLDINGS, INC.

	 QUALTRON, INC.

		
	 By:
	 	 /s/ Marwan Kubursi


	 Name:
	 	 Marwan Kubursi

	 Title:
	 	 Authorized Signatory










 Exhibit A 
  
 LENDER CONSENT LETTER 
  
 HTM HOLDINGS, INC. 
 SMTC MANUFACTURING
CORPORATION OF CANADA 
 AMENDED AND RESTATED 
 CREDIT AND GUARANTEE AGREEMENT 
 DATED AS OF JULY 27, 2000 
  

	To:	Lehman Commercial Paper Inc., 


	    	as General Administrative Agent 


	    	c/o Simpson Thacher & Bartlett 


	    	425 Lexington Avenue 


	    	New York, New York 10017 

  
 Ladies and Gentlemen: 
  
 Reference is made to the Amended and Restated Credit and Guarantee Agreement, dated as of July 27, 2000 (as heretofore amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SMTC Corporation,
HTM Holdings, Inc. (the “U.S. Borrower”), SMTC Manufacturing Corporation of Canada (the “Canadian Borrower”; together with the U.S. Borrower, the “Borrowers”), the several banks and other financial institutions or
entities from time to time parties thereto (the “Lenders”), Lehman Commercial Paper Inc., as general administrative agent (in such capacity, the “General Administrative Agent”), and others. Unless otherwise defined herein,
capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined. 
  
 The Borrowers have requested that the Lenders consent to amend certain provisions of the Credit Agreement on the terms described in the Ninth Waiver and
Consent to which a form of this Lender Consent Letter is attached as Exhibit A (the “Agreement”). 
  
 Pursuant to Section 15.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the General Administrative Agent of the
Agreement. 
  

			
	 Very truly yours,

	
	  


	 (NAME OF LENDER)

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  
 Dated as of February
    , 2004